Love the One You Hold
by SpikeLover7
Summary: Felicity's never been that close to her mother, and her mother wants to change that. But when Donna Smoak visits Starling City hoping to make amends, another part of Felicity's past comes creeping back into the picture, too. As her psycho ex-boyfriend threatens not just her home but her family, Felicity must find the strength to fight back. Of course, Oliver would never let her do
1. Chapter 1

**AN: **This is my own version of "The Secret Origin of Felicity Smoak." Based on the short and long promos and the episode pictures released. Written and (barely) posted before the episode premiere (I'm getting it in just under the wire).

This is my first "Arrow" fan fic, and so it's also my first Olicity fic. I marathoned the entire first two seasons in one week and caught up just in time to watch "The Secret Origin of Felicity Smoak" live. Super excited to see more Felicity on my screen!

Title taken from the Mumford and Sons song "Lover of the Light," which is my own unofficial Olicity theme song. Please give it a listen.

* * *

><p><strong>Love the One You Hold<strong>

Felicity has never been that close to her mother. Growing up, a small part of her used to blame her mother for her father leaving. But there's more to it than that now: a larger part of her is still angry with her mother for holding onto her so tightly.

As far back as Felicity can remember, her mother has been clingy. Felicity knows part of it has to do with her father leaving. He left a huge hole in her mother's life; a hole that only Felicity, her one child, could fill. Growing up, her mother rarely let her go out with friends. She always wanted her to stay home, for them to spend "mother-daughter time" together. When she was little, Felicity didn't mind as much. But the older she got, the more her mother's clinginess began to irritate her, and the more resentful she grew. Why couldn't her mother find her own friends? Why couldn't her mother let her do what SHE wanted to do for a change?

In response to her mother's neediness, Felicity pierced her ears, dyed her hair, and started to wear black. She hoped that it would irritate her mother – the woman who always wore nice dresses and heels she couldn't really afford – enough to get her to back off. When that didn't work, Felicity threw herself into her schoolwork. She got outstanding grades, excelling most in computer sciences and all things tech.

Over her high school summers, Felicity maintained a job as a waitress in the same place her mother worked. It was a necessary evil. It kept her mother happy and allowed her to make money at the same time. Her mother always talked about how great it would be if they could keep working together after Felicity graduated.

For a long time, Felicity let her mother believe that that was the plan. In secret, Felicity picked up extra hours fixing computers at a nearby casino. She saved up all her money, kept up her grades, and applied to MIT. The thought of spending the rest of her life stuck in Vegas working with her mother made her want to scream.

The day she got her acceptance letter to MIT, complete with full scholarship, was the happiest day of her life.

It took her months to finally work up the courage to show it to her mother – only a week before she was going to leave

Part of her had always hoped that her mother would see her side of it in the end; that her mother would be proud of her little girl. Top grades, a full ride to one of the best schools in the country; any parent would be proud.

She should have known better.

She argued with her mother for hours that night. She told her in no uncertain terms that she was _going_ to MIT and there was nothing she could do to stop her. Her mother eventually broke down into tears, asking Felicity why she hated her so much, why she was abandoning her. Felicity tried to tell her that she wasn't abandoning her; that this was her decision to make, that she needed to move on for her own sake.

When Felicity got on the train a week later, her mother was nowhere in sight.

* * *

><p>Felicity never went back to Vegas. Between work study and a part time job at a computer repair shop, she made enough money to live in Boston over the summers.<p>

During her freshman year at MIT, she met Cooper Seldon. He was a genius, and cute, and seemed to care about her in a way that was fierce but not suffocating.

She trusted him enough to show him the program she had been working on for the past semester: a program designed to hack into and control multiple systems at one time from a remote location. He had taken a real interest in it and offered to help her with it. Looking back now, Felicity knows she should have seen the warning signs, but as independent as she was back then, she was also more naïve than she'd ever realized. She was in love, and she trusted him. She'd only ever created the program to prove that she could do it. To her, the program was a sign that she had moved on from her mother's suffocating influence, and that she could be her own person.

To Cooper, it meant something else entirely; something that Felicity never really understood until it was too late.

Felicity had her share of Mommy issues, and after a few weeks of dating him she shared them with Cooper. Cooper, it turned out, had his own issues: a father who got drunk almost every night, who hit him, who called him weak and pathetic. A father who was eventually arrested for beating his wife to within an inch of her life while his ten year old son cowered in a corner, too afraid to stand up to him.

When Cooper finally opened up to her, Felicity did the best she could to comfort him. She assured him that he wasn't weak. That he had gotten himself into MIT, despite the fact that his mother had spent the last five years of her life in a psych ward while Cooper was raised by his uncle, was proof enough of that.

She thought she was getting through to him. But then he began to spend more and more time away from her, working on the program that she had developed. The more time he spent working on it, the less time he spent with her. Eventually, he put more time into the program than he put into her, and as he drifted farther away, she realized that his anger and hurt went deeper than she'd thought.

She tried to pull him away from his new obsession, plying him with lectures, trivia nights, computer clubs, and all the usual nerdy stuff they liked to do together. But the harder she pulled, the more he resisted.

One night she couldn't take it anymore. She told him that if he couldn't pull himself away from his damn computer for one night then they were through.

In response, he called her a bitch. That was the final straw.

As she was picking up her bag to leave, he grabbed her arm hard enough to make her gasp in pain.

"I'm sorry, I didn't mean it," he apologized, smiling at her. But the smile didn't reach his eyes, and Felicity had always been smart enough to know when she was being played. "Give me one more chance?"

She shook her head. "It's over, Cooper. Let go of me."

She turned to leave, but he only gripped her arm tighter.

"Don't be like that. I told you I didn't mean it."

"I don't care," she told him, working as much venom into her voice as she could, even as her voice started shaking. "Let me go."

She grabbed his arm and yanked his hand off of her forcefully.

Without warning, he pulled back his fist and punched her in the face.

It was the first and last time she ever let him hit her.

* * *

><p>She left his dorm room that night and returned to her own apartment, allowing her roommate to fawn over her black eye and insist that she tell the school about what happened.<p>

She didn't tell anyone. Not at first.

But then he began following her. He never touched her, or even spoke to her. But she'd turn around on her way to class to find him sitting on a bench pretending to read a book. Or she'd find him staring at her from the crowded lecture hall of a class they didn't share. Or he'd show up at her job and ask her to help him fix a computer problem they both knew he could fix by himself.

She asked him repeatedly to stop, but he didn't. After two weeks of this behavior, she couldn't take it anymore. She told her story to the school counselors. Surprisingly, Cooper admitted to everything. A week later he was put on academic probation.

Two weeks later, he used his own version of Felicity's program to hack into the school's server, delete all student records, and fry all the computers in the Computer Science building.

Felicity knew it was him, and she left an anonymous tip with the police. She didn't even care that the program was hers and that it could lead back to her. When they arrived at his dorm room, they found proof of Cooper's actions on his computer. He was arrested that same night. He didn't even put up a fight. It was like he _wanted_ to get caught.

Felicity stood far back in the crowd outside Cooper's building as they led him out in handcuffs. Somehow, he still managed to find her. When their eyes met, he smiled at her, and Felicity shuddered as her blood ran cold.

His was a face she hoped to never see again.

* * *

><p>When she started at MIT, Felicity called her mother once a week…at first. As the years went by, she talked to her mother less and less. Her mother never asked her how she was doing, or told her she was proud of her, or supported her the way she had always wanted to be supported. Her whole life, Felicity had felt like <em>she <em>was the mother in their relationship, and she just couldn't face it anymore.

Over time, she begins to lose track of how long it's been since she's talked to her mother.

After she graduates MIT, she moves to Starling City and starts her job as an IT girl at Queen Consolidated.

She knows her mother is alive and well. A quick computer hack every once in awhile tells her she's still in Vegas and that she's making enough money to get by. A year ago, she found out that her mother's started seeing a therapist.

The day she tells Oliver about his mother's lies – the day she first talks to him about her past – Felicity looks into her mother's life once more and discovers that the therapy has been working.

At some point she met a man, and a month ago she married him.

Felicity hasn't thought about her mother since she closed her laptop that night.

Then yesterday afternoon her mother walked into her office without warning and turned her whole world upside down.

* * *

><p>Last night, Felicity let her mother take her out to dinner. She took her to one of the fancier places in Starling, proving Felicity's theory that she must have married into money.<p>

Over a steak dinner that Felicity barely touched, Donna Smoak told her daughter about how she eventually hit rock bottom and found that there was nowhere to go but up. She pulled herself out of the bottles and into therapy. She went back to work and managed to earn herself a promotion when her boss retired. In time, she decided to start dating again, for the first time in more than twenty years.

Eventually, her therapist put her into contact with his wife's brother's best friend or something (Felicity began losing track of the story somewhere around this point) and they hit it off. He'd lost his wife to cancer a few years back and he'd been raising his young daughter alone ever since.

Six months after meeting Mr. Bigshot Dentist, she decided to marry him. Now Felicity has a ten year old step sister and isn't that just great news?

"Aren't you happy for me, honey?"

And _that_ was the comment that put an abrupt end to the evening.

"I can't do this," Felicity said in a rush, standing up from her chair and banging into the table in the process. "I can't…I just can't," she repeated breathlessly, feeling herself start to panic. She left the restaurant, ignoring her mother's voice calling after her.

Why did her mother come to Starling City after so long? How did she even find her? And why on _Earth_ did she expect that Felicity would be happy for her? Felicity's mother had never been happy for _her_; why should it work the other way around?

She went to bed early that night, but she didn't fall asleep for a long time.

* * *

><p>The next day, she came in to work three hours late to find her mother waiting in her office.<p>

She spent a good fifteen minutes yelling at Ray Palmer for letting her in without her permission. Ray spouted off some nonsense about mending fences and how her mother really did love her, but Felicity wasn't having any of it. Eventually, she got so frustrated that she sat down in chair at the conference table and started crying. She hated crying in front of people, and it only made her cry harder.

Then she felt a gentle hand on her shoulder.

"Come on, honey. Let's go for a walk."

And for some reason she still can't fathom, Felicity nodded and let her mother lead her outside.

* * *

><p>Twenty minutes later, Felicity found herself sitting quietly in Starling City Park eating mint chocolate chip ice cream with her mother.<p>

And then, finally, Felicity heard her mother say the two words she never thought she'd hear her say.

"I'm sorry."

First she apologized for dinner; for how she'd told Felicity all about how great her life was going without asking Felicity about hers. For assuming that Felicity would be happy for her when her own mother had never told her how proud she was that her only daughter had gone to MIT and was now working for one of the biggest companies in the country.

Then she apologized for not talking to her more in college. She apologized for holding onto her so tightly when she was little, for making her feel like she couldn't live her own life. She explained that she had been feeling bitter about Felicity leaving for years. It had taken time, and more than a little help, for her to get past those feelings. Her new life, her husband, and more than anything her new step-daughter, were what really opened her eyes to how she'd treated her daughter.

"I'm in a better place now than I've been in a long time, Felicity. Maybe even since your father left. Samantha may not really be mine, but I want to do right by her…like I never did with you."

Silent tears started to fall down her mother's cheeks, and Felicity felt like a dam was slowly tearing itself down inside her, and years of resentment and bitterness started to seep away. Her mother had made a mistake, but now she was trying to fix it. She couldn't really stay mad at her forever, could she?

In the end, Felicity smiled at her and told her she had to get back to work. But she was open to a redo of last night's dinner. Same time, same place.

As Felicity walked back to QC, she had no idea that her world was about to fall apart yet again.


	2. Chapter 2

She's just finishing up her work for the day when her computer starts going crazy. First, the screen goes black. Then it starts flashing bright red lights seemingly at random. She tries to fix it, but quickly realizes that she had no idea how, or simply what's wrong with it.

Then Ray rushes into her office.

"All the computers in the building are going haywire," he tells her. "And it's not just here."

He points out the window, and Felicity can see, in the building across the street, the same red flashing lights on dozens of computer monitors.

"What the frak is going on?" she asks, as though she expects Ray to have all the answers.

Someone somewhere must hear her, because not two seconds later a glowing red eye lights up her screen and she gets her answers.

They turn out to be _far _from good.

* * *

><p>A program designed to connect to an entire system and screw it up from the inside. A program designed to take down an entire city in one fell swoop. Her heart pounds as she drives like a maniac down the streets of Starling City toward the foundry. It all sounds painfully familiar, and she so badly wanted to be wrong, but she has to be sure. If she can just get to the foundry's computer system, she can know for sure. She holds onto a tiny glimmer of hope as she pushes the pedal to the floor.<p>

This can't be her fault. It just can't be.

* * *

><p>Turns out, it is. By the time Oliver calls her and asks her if she can stop it, she already knows how she will have to answer.<p>

"I can't stop it."

"How do you know?"

"Because I wrote it five years ago."

* * *

><p>She tells him the abridged version of her life at MIT. How she created the program. How she met Cooper Seldon and shared it with him. How obsessed he became with perfecting it.<p>

"Do you think he's the one behind this?" Oliver asks her.

"I don't know, Oliver. The last I heard he was still in jail. I didn't exactly stay Facebook buddies with him. He…he was a pretty lousy boyfriend," she finishes lamely.

"What do you mean?" Oliver asks quickly.

Felicity ignores him, her fingers flying across her computer. If she can just get the damn thing working long enough she can see if Cooper Seldon has really found his way out of jail.

"Fe-LI-CITY. What did he do to you?"

_Damn._ Felicity sighs. She never _could_ ignore him when he says her name like that.

Still tapping away at her keyboard, she gives him the short version. How he opened up to her about his past but grew more distant because of it. How he focused all of his attention on that stupid program and started ignoring her. How he used his own version of her program to hack into the MIT server.

She tries to drop the bomb as quickly as possible.

"When I tried to break up with him, he hit me, and that was the end of it. Well, aside from the two weeks he stalked me. But eventually he used his own version of the program on the MIT servers and got himself arrested. I haven't heard from him since."

"He _hit you_?" Oliver asks incredulously.

_Of course_ that was the only thing Oliver got out of the story.

"It was five years ago, Oliver. I got over it." But her voice shakes on the last part, and she knows Oliver isn't convinced.

"We don't know it's him, Oliver." (_Please, _please_, don't let it be him_, she silently begs). "For all we know he took my program and sold it to the highest bidder."

"He _HURT YOU_?"

"Oliver, that's really not important right now. What's important is…."

And then it hits her like a ton of bricks. If this really is Cooper, it's not a coincidence that it's Starling City that's being attacked. If it really is Cooper, she and the entire city are in even more trouble than anyone realizes. If it really is Cooper….

"Oh, god."

"What? Felicity, what are you-"

"I can't explain right now. I have to go," she says hastily, grabbing her jacket and purse even as she says it.

"What? No! Stay where you are. I'm coming to you."

Felicity would have smiled at the comment if she wasn't scared out of her mind. She can almost picture him running to that deathtrap of a motorcycle he rides. She finds herself halfway up the stairs before she stops and turns back.

"I'm sorry, Oliver. I have to go. But you know how to find me."

She dashes over to the fern – _their fern_, as she considers it – and picks it up off the table. She opens the tiny plastic container underneath it, removes a small tracking chip, and shoves it into her boot.

She came up with the idea a few weeks ago. She called it the Felicity Chip, for emergencies only. If Oliver is smart enough to get the hint, he should be able to use the GPS tracker to lock onto the Felicity Chip's signal and find her.

"Felicity, just tell me where you're going!"

"I can't," she replies, making her way to the door once more.

If it really is Cooper Seldon, he will most likely have her phone bugged, or her purse, or hell, maybe even the boots she just shoved the tracking chip into; she wouldn't put anything past him. Whatever the case, she can't tell Oliver where she's going, or Cooper might know, too.

If he doesn't already.

"Felicity!" Oliver screams in her ear.

"I'm sorry, Oliver."

It takes all the strength she has to press the button on her earpiece that will end the call.

* * *

><p>Felicity makes it to the restaurant in five minutes flat, but she must have left her nerves back at the foundry, because when she gets out of the car her legs are shaking so badly she's afraid she won't be able to walk. She's two hours late for her dinner with her mother, which doesn't really matter anyway, because the whole city is in a panic.<p>

She tells her legs to stop shaking and do their job, and when the world stops spinning, she dashes into the restaurant, looking desperately for her mother. Will she even still be here? Where would she have gone when Felicity didn't show up for dinner and the city started falling apart at the seams?

Felicity moans. If her phone really is bugged, she can't just call her mother. She sits down on a chair in the abandoned restaurant and puts her phone on a tabletop. Carefully, she opens it up, checking every nook and cranny for a small bug that would mean she is being listened to.

She finds it hiding behind the battery in her phone.

She curses loudly, rips it out of the casing, throws it to the floor, and smashes it beneath her heel.

Her hands start trembling as she puts her phone back together. No sooner does she snap the case back on than her phone starts ringing.

Ray Palmer.

She answers it shakily.

"Hello?"

"Felicity, your mother came by a few minutes ago looking for you. Everyone's leaving the office; I didn't think it was safe for her here. I sent her to your apartment."

Felicity laughs, a sound she didn't think she could ever make under the circumstances.

Finally, a bit of good news.

* * *

><p>Yeah. Wrong again.<p>

Felicity arrives to find her apartment door closed, her mother nowhere in sight. She lets herself in, praying her mother will get her soon. She has to find a way to get her out of Starling City.

She slams the door and locks it behind her, then turns around and jumps a foot into the air.

"Mom! How did you get inside?"

"I picked the lock," she answers nonchalantly, as though the answer is obvious.

"Since when do you know how to pick a lock?"

Donna Smoak smiles. "There are a lot of things you don't know about me."

Felicity rolls her eyes. "Yeah, and we don't have time for them right now. Mom, we have to get you out of the city. It's not safe for you here."

"Honey, I don't think it's safe for _anybody_ here right now."

"I mean it, Mom. This is serious. We're going to the car right now."

"Felicity…baby, what's wrong?" her mother asks. Felicity knows she must look a wreck right now, sweaty and nervous and shaking like a leaf.

"I don't have time to explain, Mom. You just have to trust-"

She never gets another word out. The door to her apartment bursts open, a tranquilizer dart stings her neck before she can even scream, and she knows no more.

* * *

><p>Felicity wakes slowly to find herself tied to a chair in a dark room. The only light comes from dim emergency bulbs overhead and the red shine of computer monitors along the wall in front of her. Instinct kicks in, and her head swivels around the room, taking in what she can. An open door behind her, leading into darkness, with a dim light shining at the end of a long hallway. Aside from the bank of computers and a small table in front of her there's nothing of interest in the room. Couple of filing cabinets, a desk in the back corner…and her mother tied to the chair next to her.<p>

"Mom? Mom! Are you okay?"

A quiet moan answers her, and she lets out a breath she hadn't known she was holding.

"What…where are we?" her Mom replies groggily, lifting her head up.

"I don't know," Felicity answers, struggling against her bonds. "Mom, are you okay?" she asks again.

Donna finally sits up. "I'm fine, honey," she answers firmly. "What about you? Are you hurt?"

"No. No, I'm fine," Felicity stammers, struggling harder against the cords tying her to the chair. She has to get out of here before whoever's behind this comes back.

Eventually, she stops struggling. No way is she getting out of this chair, at least not without help. She just hopes that her captor hasn't found the tracking chip she has hidden in her boot. She just hopes Oliver is smart enough to get her hint and use the GPS to track her.

"You won't get out of those cords," a voice whispers from nowhere, causing Felicity to jump in her seat. "I wouldn't bother trying."

She turns to face the dark corner of the room where the voice came from. The voice's owner takes a few steps out into the room, but stays in the shadows. From the size and shape of his silhouette, she can tell it's a man, but the room is too dark, and the red glow of the computers behind him makes it impossible for her to see his face. He's carrying a small laptop computer.

"I was hoping you would wake up soon. The tranquilizer my man shot you with should have kept you out just long enough to get you here."

It can't be Cooper. The silhouette is broader than Cooper was, and it doesn't sound like him. Cooper's voice was high, almost whiny, and this voice is much deeper, calmer…stronger, in a way. Cooper must have sold her program to this bastard to make some easy money.

"Someone's here to see you, by the way. A large, annoying archer dressed in green. He goes by a few different names from what I've heard. But don't worry. He won't be interrupting us. He'll find quite a few…obstacles in his way."

The man puts the laptop down on the table facing her, and Felicity gasps at the sight what's on it. It's Oliver, come as the Arrow to rescue her. For the moment he's surrounded by what looks to be dozens of red beams. Felicity doesn't know if they're from guns trained on him or lasers set into the walls or what. All she knows is that Oliver's in trouble, and it's her fault he's even in this mess.

She looks away from the screen before the man can read the emotions she knows are clear on her face. She looks at her mom, forcing herself to think, not of Oliver's predicament, but her own. Why is her mother here? For that matter, why is _she_ here?

"What do you want from me?" she asks, her voice trembling more than she wants it to. "Who are you?"

"Really now, Felicity? You haven't figured it out yet? Have you really forgotten me after all this time?"

And she knows, before he steps into the dim light of the room, that it really _is_ him.

Cooper Seldon. Her psycho ex-boyfriend from MIT.

Dozens of emotions flood through her at once: disbelief, anger, shock. But the strongest of them all is fear.

"Felicity, who is this man?" her mother asks from beside her.

"His name is Cooper Seldon," Felicity answers, fighting down the panic rising in her voice. "He's…an old friend from MIT."

Cooper shakes his head. "More than an 'old friend,' I would think." He turns to her mother. "Your daughter and I were screwing," he states bluntly. "But that's not really important right now," he says, turning back to Felicity. "You seem surprised to see me, Felicity Smoak," he says with a smile that makes her blood run cold. "You shouldn't be. Did you really think I wouldn't find you again?"

She has so many questions she doesn't know where to start, or which ones even matter. She opens her mouth to ask one, and finds that she can't speak.

But then, Cooper always _did_ like to hear himself talk. Felicity tries to will herself to calm down as Cooper starts to answer her unspoken questions.

"Of course, the reason _why_ I had to find you has nothing to do with _you_, really. It has to do with that lovely program you developed your freshman year. You remember, of course, what happened five years ago?" he asks.

He starts to pace the room, moving in a slow circle around the chairs she and her mother sit tied to as he continues.

"I tried to create my own version of it to hack into the MIT servers. It was pretty good, or it served my purposes at any rate. Still…I had to admit, it was nowhere near as good as yours. As soon as they let me out of jail – on probation, of course – I managed to slip out of my ankle bracelet. I went back to MIT and retrieved a copy of your program that I had hidden there, and over the next year I perfected it. Your program could do so much more than mine ever could, Felicity. It could reach wider, work faster, and do so much more _damage."_

Felicity swallows down the bile rising in her throat. She'd never thought about the ramifications of her project all those years ago. Back then, she'd only made it to prove that she could. She'd never intended to use it, at least not the way Cooper is threatening to. Destroying an entire city with one blow? Had she really created a program that could do something so horrible?

"You never really thought about it, did you? Just what your program could do in the right hands? Or the wrong ones, I suppose, it all depends on how you look at it," he throws out with a shrug, walking around to face her once more. "I always knew that once I had the program perfected, I would start small. Taking down Starling is _nothing_ compared to the plans I have for the world."

Felicity shudders. Cooper's tone, the way he talks about destroying Starling City like it's as easy as adding two and two, terrifies her.

"But there was one small problem. Something I had never counted on. Can you tell me what it is, Felicity?"

And then it dawns on her so quickly that she gasps out loud. Of course. How could she have forgotten?

"The failsafe," she whispers.

Cooper smirks. "Of course. The failsafe you had created to make sure you were the only one who would ever be able to use it in the end. One stupid little password that has kept me from executing my plan. I'm a brilliant hacker, as you very well know," he states smugly, turning away from her to face his beloved computer screens. "I thought I'd be able to get around it. In the end, it turned out that…well…."

"I'm better than you are," Felicity answers in satisfaction. She might be scared to death on the inside, but her voice comes out calm and firm. "I'm the only one who knows how to get past the failsafe, and there's no way I'm telling you how."

"No," Cooper answers quietly, turning back to face her. "I believe that that's true. You were always a brave girl, Felicity. That's why I brought your mother along, you see."

Felicity's heart crashes into her stomach, and she feels herself starting to panic.

"No," she whimpers, all conviction gone from her voice. "No. You can't-"

"Oh, I _can_, Felicity. And I will. With your mother's help, I just _know_ I can get you to talk."

Felicity's breathing fast now, sure she's going to lose it. Cooper's grin makes her blood turn to ice, and he spins around and walks over to the desk in the back corner of the room.

It's after he's moved that she sees it.

Oliver.

Cooper has kept the video feed up on his laptop. He's so distracted by whatever's on that desk behind her that he hasn't noticed that the lasers that were surrounding Oliver minutes before are gone. Instead, he's fighting four men. He's moving quickly, smoothly, and with purpose.

He can get to her. He will. She just has to buy him enough time.

When she hears Cooper walking back toward her, Felicity quickly turns her gaze away from the laptop, not wanting to draw his attention to it. He walks back over to her, and she catches a flash of light glinting off the surface of the knife he carries.

"You don't really want me to do this, do you, Felicity?" he asks, brandishing the knife in front of her face. "Get me past that failsafe, and I'll let you and your mother go. I won't even have to hurt her."

_Stall him,_ she thinks to herself. _Keep him talking long enough for Oliver to get here_.

"Every computer in this city is a ticking time bomb," she supplies, grabbing for more information.

Cooper smiles. "And all that stands between me and the end of Starling City is _you_." He turns away from her and walks over to her mother, coming up behind her. Donna whimpers in fear as Cooper brings the knife to her neck. "Well, you and your mother, anyway."

"Wait!" Felicity cries out, fear for her mother's life causing her voice to crack. "Please, just…wait."

Cooper looks at her expectantly. Out of the corner of her eye, Felicity can see that Oliver's still fighting.

"If I help you…what happens to us?"

Cooper smirks as he puts the knife up to her mother's neck. Felicity gasps, but her mother stays perfectly still, and Cooper doesn't cut her.

"These computers have their own special firewall, and we're deep under Starling City. The chaos won't get to us here. We'll be fine. Well, I don't know if we can say the same for your mother…." Cooper presses the knife closer and hisses, "_If you don't help me."_

He slices the knife across her throat and Felicity screams as her mother shouts in pain.

"Mom!"

Donna looks toward Felicity, and the fierce determination Felicity sees in her mother's eyes is unlike anything she's ever seen in her.

"Don't give him anything, honey. I'll be okay."

"Mom…." The cut doesn't look to be too deep, though a trickle of blood steadily streams down her neck, and she quickly goes over her options.

Stall for time. It's her best chance. Oliver can get to them, she knows he can. If she "agrees" to help Cooper maybe she can keep him talking.

Or maybe, if she plays her cards right, she can get the upper hand. Before Sara died, she'd been helping Felicity train on basic self defense. Cooper looks stronger than he used to, but she just has to incapacitate him long enough to get her and her mother away.

Even if she can't take him down, she has to try something. She can't just sit here and watch him torture her mother. And she _will not_ help him destroy Starling City.

"Okay," Felicity whispers.

"Okay?" Cooper asks.

Felicity looks at her mother, trying to convey the plan to her with her eyes, wanting to reassure her that she's not just giving in, that she has fight in her yet.

Felicity nods. "Okay. I'll do it," she says louder.

Cooper laughs. "I knew I'd get you to say yes. Though I didn't think it would be quite _that_ easy."

Cooper walks over to her, and as he bends down to cut her ties, her mother nods at her just the slightest.

Cooper grabs her hands and pulls her to her feet.

"Let's go," he says, dragging her over to the wall of computer screens. As she passes the laptop on the table, she takes a brief glance.

Oliver's gone.

She prays that it's a good thing.

Cooper shoves her at the computer console.

"Make it quick, Felicity. If you take too long I _will_ kill her."

Felicity stares at the computer ahead of her in disbelief. This is her program, all right. She can't fathom how her life ever came to this.

"I just have one question, Cooper. One question, and I swear I'll do it."

Cooper comes up closer behind her and leans over her shoulder, and she can feel him breathing heavily into her ear. She flinches in revulsion.

"You want to know why I'm doing this?" he asks, and Felicity nods, unable to get her mouth to form words.

"You of all people should know the answer to that. You always knew me better than anyone else ever did. If you want to know why I picked Starling City, well…that's all on you."

"I don't understand," Felicity responds, and her brain goes into overdrive as she ponders what to do next.

"Felicity…." Cooper bends over and kisses her neck, and Felicity shudders. "You broke my heart. Now I'm about to break yours."

He turns his head to the side to kiss her cheek, and without giving herself time to over think it she drives her elbow back into his gut.

Cooper gasps and reaches down to grab his stomach, and Felicity quickly smashes her heel down onto his foot, pretty sure she hears a crunch. Cooper howls in pain, and before he can stumble backward she sidesteps him, spinning herself around and coming up behind him. She grabs his head and smashes it into the console as hard as she can.

"Turn it off, Cooper," she tells him as forcefully as she can. She pulls his arms behind his back, hoping to hold him down.

Cooper moans in response, seeming dazed.

But then he does something she wasn't expecting.

He starts to laugh.

"You've learned a few things over the past few years, haven't you?"

The laughter unnerves her, and when she repeats "turn it off!" her voice trembles.

"You didn't really think it would be that easy, did you?"

Cooper throws himself backward and Felicity stumbles in surprise. He pulls his arms out of her hands, turns around, and tackles her to the ground. She goes down hard, screaming in pain as her elbow smashes on the floor.

"I've learned a few things, too," he whispers maliciously. Then he reaches out, grabs her throat, and starts to choke her.

She fights for air, batting at his arms with her hands, but it's no use. He's stronger than her. She grabs his hands, trying to pull them off, but she's running out of air now. She's getting weaker, and the room has started dimming around her. Her hands fall away, and just when she thinks she's going to pass out, he lets go.

Felicity gasps, sucking air into her lungs. Cooper stands up, and she watches in horror as he pulls a gun she hadn't noticed out of the waistband of his pants.

"Let's try this again, shall we? I'm going to shoot your mother in the leg. We'll see how long it takes you to help me when your mother's bleeding out on the floor."

Her throat constricts and she wants to scream, but her voice is raw and she doesn't have enough air. All she can do is watch as Cooper raises the gun to her mother.

Felicity hears the gun go off at the same time that she sees an arrow whiz by out of nowhere. The arrow knocks Cooper's gun to the side, and the bullet shoots harmlessly into the wall as the gun falls to the floor.

Felicity looks to the doorway, and she can't help but smile.

The Arrow stands in the doorway. His bow is knocked with another arrow, and it's pointed straight at Cooper.

Oliver's alive. He made it.

"_You_," Cooper growls. "How did you get past my defenses?"

"There's a lot you don't know about me, kid," Oliver responds, taking a step closer. His voice modulator is off, and Felicity wonders if he somehow forgot to turn it on.

Cooper flinches, and Felicity studies him as she finally sits up, rubbing at her sore throat. Cooper always hated being seen as weak. The "kid" comment seems to have rubbed him the wrong way.

"You can't stop me," Cooper says. "You'll never-"

Oliver releases the arrow without any hesitation. It buries itself in Cooper's shoulder, and Cooper screams as he hits the floor.

Oliver moves so fast Felicity has no time to react. He storms over to Cooper, puts his bow on the ground, and hauls Cooper to his feet. He punches him the face, hard. Cooper falls to the ground once more and Oliver bends over to hit him again.

"Wait!" Cooper screams. "Wait! You can't kill me."

"Why not?" Oliver growls, and Felicity's heart starts racing in her chest. Would Oliver really kill him?

"You need me," Cooper pants. "To shut down the program."

Felicity finally gets her voice to cooperate. "No we don't," she answers, and Oliver finally turns to look at her. So many emotions race over his face and through his eyes that Felicity can't fathom them all. There is one thing she knows for sure, though: she's never seen him look this _angry._ "He needs my help to make it work. Without me, it's useless. That's why he took me in the first place."

"Yes," Cooper agrees. "But without me, you can't cancel the booby trap."

"What booby trap?" Oliver asks.

"No!" Felicity screams, but it's too late. Cooper reaches into his pocket, pulls out a small device, and pushes the button faster than anyone can react.

"This one," Cooper responds with a grin.

The computer screens along the wall turn black, then immediately turn on again. A large red "2:00" blinks into life on every screen, and it begins to count down.

1:59.

1:58.

1:57.

"You rigged it with a _bomb?_" Oliver asks in surprise.

"Insurance," Cooper states simply. "Just in case. If you need me to turn it off, you can't kill me."

"Felicity," Oliver whispers, and the fear in his voice is all she needs to jump into action. She gets to her feet and crosses to the computer. She starts tapping away, trying to figure out how to turn the bomb off.

1:45.

1:44.

1:43.

"Can you disable it?" Oliver asks.

"I…I don't know," Felicity answers in despair. This system is complicated; far more complicated than anything she's ever worked with. As she keeps working, Oliver tries for plan B.

"Turn the bomb off, Cooper," he growls.

"No," Cooper says firmly.

"If that bomb goes off you'll die, too."

1:20.

1:19.

1:18.

"I don't care," Cooper says with a laugh. "I won't stop it. I'm not afraid of you."

Felicity hears Oliver hoist Cooper to his feet, and she shrieks in surprise when Oliver slams him up against the console next to her, facing him toward the screens and standing right behind him. Oliver reaches up and twists the arrow in Cooper's shoulder, causing him to howl in pain.

"_You should be_."

The tone of Oliver's voice shakes Felicity to her core, and she stops.

One minute left.

Cooper moans in pain, but he doesn't answer.

"Turn it off," Oliver says again.

"No."

Oliver pushes the arrow in deeper and turns it even harder.

"I said. Turn. It. Off."

Felicity's given up. She has no idea how to stop this bomb. She doesn't have the right tools, and Cooper's system makes no sense to her. But more than anything she can't concentrate because her heart is pounding in her chest and she's breathing heavily and she's terrified she's going to have a panic attack.

Felicity has always known that Oliver Queen has a darker sign. It's no big secret. She's always known it exists, but she's never really seen it before, and to be honest it kind of scares her. Oliver twists the arrow again and Cooper's howling now and there's no remorse in Oliver's eyes. There's only anger, and pain, and a fierce determination unlike anything she's ever seen in him.

"DO IT!" Oliver screams, and Cooper moans in pain, tears streaming down his face.

Thirty seconds left.

And then, finally, he nods.

Oliver gives him enough space to move his arms, and Cooper's fingers fly over the keyboard.

:15.

:14.

:13.

_Oh, god. Hurry up. Please,_ Felicity begs silently.

The clock stops at 5 seconds.

The screens turn blank and the computer shuts down.

Felicity lets out a breath she hadn't realized she was holding. Oliver lets Cooper go, and Cooper stumbles away, landing in a nearby chair.

The silence in the room is deafening, and she can't stand to hear it. She tears the plugs out of the wall, making sure the computer is definitely turned off. Then she rips out the hard drive.

"Don't!" Cooper yells, and Felicity looks at him.

"Don't destroy it," he says. "You have no idea what that program can do, what it can be used for. It can do more than just destroy cities. Think about the lives it could save."

Felicity pauses for the briefest second, pondering his words. But then she shakes her head. She's sorry she ever made this damn thing. She doesn't want it in the hands of _anyone_, much less a psycho like Cooper Seldon.

She throws it on the ground and smashes it to pieces under her heel.

Cooper screams "No!" but it's too late. It's done. He collapses back in the chair and puts his hands over his face.

Felicity turns to Oliver. He's staring at Cooper, and she can't see his face past the hood. She's not sure what to do, what to say to him.

Then, Oliver turns to her and hands her a knife. "Get your mother out of here while I tie him up."

She nods as she takes it from him. She hurries to her mother's side and starts cutting her bonds. She rips them off and walks around the chair, pulling her mother to her feet and into a hug.

"Oh, Felicity. Oh, thank god, you're okay."

As Felicity hugs her mother tight, she hears the unmistakable sound of a body hitting the floor, hard. She turns around, expecting the worst, and she finds it.

The Arrow stands over Cooper, and though she can't see Oliver's eyes beneath his hood, Felicity's seen that stance before. The tense shoulders, his hands clenched in fists at his sides.

"Mom, get out of here," she says, and it comes out as a clear order.

"I'm not leaving without you, honey."

"Mom, please, go. I'll be all right."

She hears Oliver's fist connect with Cooper's face, hears the horrible crunch as his nose breaks and he screams.

"Go!" Felicity screams, shoving her mother away, and she leaves the room. Felicity knows her mother won't leave the building without her; that she'll probably wait for her just outside the room, but she can't worry about that now. She only has eyes for Oliver.

She rushes over, and as Oliver raises his fist again, she freezes. Cooper _was_ her first love, and he made her life a living hell – in more ways than one. He hurt her, ignored her, and stalked her. And now he's threatened her mother, and her home, and tried to kill the man she loves. A small part of her, one she doesn't want to admit to, believes he deserves this.

But then Oliver hits him again, and in the dim emergency lighting she sees blood glistening on Oliver's knuckles. Oliver _will_ kill Cooper if she doesn't stop him.

She can't let him do this to himself.

"Stop," she says, but her voice cracks and it comes out as barely a whisper.

Oliver hits him again.

"Stop it!" she repeats, stronger this time.

Oliver can't hear her, or he doesn't want to. He hits him again. Cooper's out cold.

Felicity can't bear to watch this.

"Oliver! Stop!"

She reacts on instinct, barely aware of what she's doing. She bridges the gap between them, kneels at Oliver's side, and rips the hood off of Oliver's head.

"Oliver, please! You don't need to do this!" she screams.

He's panting heavily, and his fist stops inches from Cooper's face. The Arrow's hood hangs loosely down his back, and when he turns to her, Felicity feels her heart ache in her chest. Tears streak Oliver's face, dripping wetly over his mask, and in his eyes she sees nothing but pain. She would do anything to make it go away.

"It's all right," she whispers soothingly. She reaches up slowly, then gently pulls his mask away from his face and off his head, letting it fall to the ground. "It's over."

Oliver just stares at her, still breathing heavily, as he lets his hands fall into his lap.

Felicity reaches down and grabs his hands, holding each of them gently in one of her own, rubbing soothing circles on his knuckles, heedless of the blood that coats them.

"I'm okay," she says softly. She moves his hands to her shoulders and takes a deep breath: in, out. She lets his hands rest there, covering them with her own, then breathes in again, and out. "I'm right here."

Oliver's breath hitches in his throat.

"Felicity." He whispers her name like a prayer, like it's the only word in the world that really matters. "I thought I was gonna lose you."

He says it so quietly she has to strain to hear him, but she does. The anger she saw in him before, the rage and determination, it all makes sense. They were all symptoms of something bigger.

Oliver was terrified.

"I'm right here," she assures him again, gripping his hands tighter.

He lets out a shaky breath, a quiet moan. He moves his hands down her arms, slips them around her back, and pulls her close. He rests his head on her shoulder, buries his face in her neck, and takes a deep breath. Felicity wraps her arms around him in kind, resting one hand on his back and the other on his head. She massages his head gently with her fingers, and he pulls her closer, so close that she can feel his heart beating frantically against her own.

"It's okay," she tells him quietly. "It's okay."

And it is. It will be.

They're both still here.

_...the end..._

* * *

><p>Still debating an epilogue for this story, though I think it stands great as is. If I do write one, I'll post it within a few days.<p>

Hope you enjoyed it!


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